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HomeMy WebLinkAboutAgenda - 10-09-2007-6cHEALTH AND WELLNESS TRUST FUND FIT COMMUNITIES GRANT PROFESSIONAL SERVICES CONTRACT Contract #: HWTF-FC 07-08-0015 Between Orange County Partnership for Young Children and Orange County Cooperative Extension Services FEDERAL TAX ID # 1. Parties to the Contract: This Contract is hereby entered into by and between the (Orange County Partnership for Young Children), hereinafter referred to as the "Local Partnership", and (Orange County Cooperative Extension), hereinafter referred to as the "Contractor", (hereafter referred to collectively as the "Parties"). 2. Term and Effective Period: This Contract shall be effective on July 1, 2007 and shall terminate on June 30, 2008. The Local Partnership may renew this agreement for additional grant cycle for up to 12 consecutive months, if a) the grant cycle is renewed or continued by the Health and Wellness Trust Fund; b) the parties agrees upon a new Action Plan for the additional cycle, and c) the contractor's performance is satisfactory. 3. Independent Entities: The Contractor is and shall be deemed to be an independent entity in the performance of this Contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this Contract. Such employees shall not be employees of, or have any individual contractual relationship with, the Local Partnership. 4. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this Contract without prior written approval from the Local Partnership. Any approved subcontract shall be subject to all conditions of this Contract. The Local Partnership shall not be obligated to pay for work performed by unapproved subcontractors. The Contractor shall be responsible for the performance of all of its subcontractors and shall not be relieved of any of the duties and responsibilities of this Contract. 5. Indemnification: The Contractor agrees to indemnify and hold harmless the State of North Carolina, the Health and Wellness Trust Fund, the Local Partnership and any of their officers, agents and employees, from any claims of third parties arising out or any act or omission of the Contractor in connection with the performance of this Contract. 6. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the Contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name, post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For the Local Partnership: Michele Rivest Executive Director Orange County Partnership for Young Children 1829 E. Franklin Street, Suite 12000 Chapel Hill, NC, 27514 Phone (919)967-9091 Fax: (919)933-1008 mrivest@orangesmartstart.org For the Contractor: Fletcher Barber Director. Orange County Extension Orange County Cooperative Extension 306-E Revere Rd Hillsborough, NC 27278 (919) 245-2050 Phone (919) 644-3067 Fax Fletcher Barber@ncsu.edu 7. Representations and Warranties of Contractor: In consideration of the mutual promises and obligations of the parties, the Contractor hereby represents and warrants as follows: A. It has the staff, subcontractors, facilities and expertise to perform the services described herein competently and in the manner prescribed within the time frames described herein. B. It has disclosed to the Local Partnership any and all direct and indirect financial interests held by the Contractor of any of its principals, parents or subsidiaries in any subcontractors to be utilized by the Contractor in the performance and execution of this Contract, and will disclose any such interests arising during the term of this Contract. C. It shall accept such engagement and agree to render such services to the best of its ability. All services to be rendered shall be performed only when required and authorized by the Local Partnership. D. It shall make available all records including general and subsidiary ledgers, reports, vouchers, books, program documentation, correspondence, or other documentation or evidence at reasonable times for review, inspection or audit by duly authorized officials of the Local Partnership, The Health and Wellness Trust Fund, or the North Carolina Office of the State Auditor or applicable Federal agencies. The Contractor agrees that the Local Partnership or its agent may have the right to audit the records of the Contractor pertaining to this Contract both during performance and after completion. E. It shall submit to the Local Partnership any other plans, reports, documents or other products that the Local Partnership may require in the form specifted by the Local Partnership. 4 F. It shall attend scheduled meetings with the Local Partnership as requested. G. It shall obtain approval from the Local Partnership prior to implementation of any activity changes. 8. Scope of Work: The Contractor agrees to provide services related to the Fit Communities, Health and Wellness Trust Fund Grant submitted and approved for the Local Partnership. Specific services of the Contractor are described below: A. Provide oversight of the development of the community gardens sites in Carrboro; B. Hire and supervise apart-time Garden Project Manager in the Cooperative Extension Office to provide technical assistance, support, and management assistance for the community garden sites. C. Conduct a site analysis for each of the garden sites; D. Make recommendations regarding the site preparation and assist in the development of the site as appropriate; E. Make recommendations for the purchase of all supplies and materials to support the garden sites within budget limitations; F. Work cooperatively with garden sites volunteers to ensure the successful development of the garden sites. G. Advise the Local Partnership on best practices and resources related to garden development. H. Submit required reports specified by the Local Partnership in a timely way and manner specified by the Local Partnership and/or the Health and Wellness Trust Fund. 9. Payment for Services: The total payment from the Local Partnership to the Contractor for provision of services under this Contract shall not exceed $10,900 for the purposes of hiring project management staff to support the development of the garden sites. The Local Partnership has the authority to withhold paymentrf the Contractor fails to make significant progress toward providing the services described in this agreement, or if the quality of services provided fails to meet Local Partnership standards and expectations for any reason, or if the Contractor fails to submit required reports or other required deliverables. 10. Payment Schedule: In addition, the Contractor may request an advance of 25% of the total contract, or a total $2,725, by submitting an invoice to the Local Partnership that is on the contractor's letterhead and signed by the contract administrator. The Contractor will invoice the Local Partnership at the beginning of each month for services rendered during the previous month, providing supporting documentation for all approved expense items. Invoices are due no later then the 10~' of the month. Payment to the Contractor will be made within 30 days of receipt of invoice. 11. Appropriation, Allocation, and Availability of Funds: The parties to this Contract agree and understand that the payment of the sums specified in this Contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the Local Partnership. 12. Conflict of Interest: The Contractor expressly states that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. The Contractor shall not employ any person having such interest during the performance of this Contract. The Contractor further agrees to notify the Local Partnership in writing of any instances that might have the appearance of a conflict of interest. 13. Insurance: During the term of the Contract, the Contractor shall provide commercial insurance of such type and with such terms and limits as maybe reasonably associated with the Contract. At a minimum, the Contractor shall provide and maintain Worker's Compensation Insurance, Commercial General Liability, and Automobile Liability Insurance covering all owned, hired and non-owned vehicles used in the performance of the Contract as required to protect the Local Partnership, the Health and Wellness Trust Fund, and the State against claims that may arise from the Contractor's performance. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of this Contract. The Contractor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or this Contract. The limits of coverage under each insurance policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. 14. Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Contractor under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the Local Partnership. The Contractor acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this Contract. 15. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are the exclusive property of the Local Partnership. The Contractor shall not assert a claim of copyright or other property interest in such deliverables. 16. Compliance with Laws: The Contractor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority. 17. Equal Employment Opportunity: The Contractor shall comply with all Federal and State laws relating to equal employment opportunity. 18. Advertising: The Contractor shall not use the award of this Contract as a part of any news release or commercial advertising. 19. Amendment: This Contract may not be amended orally or by performance. Any amendment must be in written form and executed by duly authorized representatives of the Local Partnership and the Contractor. 20. Performance and Default: If, through any cause, the Contractor shall fail to fulfill its obligations under this Contract in a timely and proper manner, the Local Partnership shall have the right to terminate this Contract by giving written notice to the Contractor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Contractor under this Contract shall, at the option of the Local Partnership, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Contractor shall not be relieved of liability to the Local Partnership for damages sustained by the Local Partnership by virtue of the Contractor's breach of this agreement, and the Local Partnership may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of damages due the Local Partnership from such breach can be determined. 21. Suspension: This Contract may be suspended in whole or in part upon thirty (30) days written notice, to the Contract Administrator noted in Section 9, by the Local Partnership if the Contractor has materially failed to comply with the terms and conditions of the Contract, including all attachments and amendments. Suspension shall remain in effect until: A. the Contractor has taken corrective action as approved by the Local Partnership; or B. the Contractor has given written assurances satisfactory to the Local Partnership that corrective action will be taken; or C. the Contract is terminated by either party or by mutual consent of both parties. After receipt of a notice of suspension and except as otherwise directed by the Local Partnership, the Contractor shall immediately cease work under the Contract on the date and to the extent specified in the notice of suspension, and take all reasonable steps to minimize the incurring of costs allocated to the portion of the Contract and services covered by the Contract by such suspension. 22. Termination: This Contract may be terminated in whole or in part at any time: A. by either party, immediately for cause, upon written notice to the other party's Contract Administrator as noted in Section 9 delivered by certified mail with return receipt requested, or in person; or B. by either party, upon at least thirty (30) days notice in writing to the other party's Contract Administrator as noted in Section 9, delivered by certified mail with return receipt requested, or in person; or C. by mutual consent of both parties; or D. by the Local Partnership, on any date specified by the Local Partnership, when funds are no longer available. After receipt of a notice of termination and except as otherwise directed by the Local Partnership, the Contractor shall cease work under the Contract on the date and to the extent specified in the notice of termination. In the event of termination in part, both parties shall continue the performance of this Contract to the extent not terminated. If the Contract is terminated as provided herein, except as provided in Subsection D above, the Contractor shall be entitled to receive just and equitable compensation for any satisfactory services provided, minus any payment or compensation previously made. 23. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this Contract. The Contractor and Local Partnership have executed this Contract in duplicate originals, with one original being retained by each Party. Orange County Partnership for Young Children BY: Michele Rivest, Executive Director Orange County Cooperative Extension Services BY: Date Moses Carey, Jr., Chair Date Orange County Board of Commissioners 8 ORANGE COUNTY PARTNERSHIP FOR YOUNG CHILDREN INVOICE #CEOlFY07-08HWTF Date: To: Orange County Partnership for Young Children Remit To: Federal Tax ID#: Project Title: Carrboro Growing Healthy Kids Project Request for Payment: Amount: $ 2,725 (25% of $10,900) Requested amount represents the initial payment of 25% amount of the initial Grant Cycle of the Grant per our agreement effective July 1, 2007 (SectionIV.H.3.) Requested by: Name Title